There is freedom of establishment in the EU. This means that any legal or natural person from the EU can set up a company in Spain.  However, there are some key features that need to be taken into account when setting up a company, such as the start-up costs, various liability issues, tax regulations and disclosure requirements.

 

The right choice of form and structure can influence the future success of the company during the start-up phase. When setting up a company in Spain, the respective advantages and disadvantages of the legal forms and their consequences for the shareholders and managing directors should be examined. Not only liability issues but especially tax aspects that can affect each individual shareholder must always be considered individually.

 

Setting up a Spanish company takes between 30 and 40 days to register

Register. However, the company can start from the creation of the notarial certificate of incorporation and allocation

the tax number must be active. Querying for a free company name and preparing the notarization takes approximately three to five days.

 

The legal forms of companies in Spain

In Spain, as in other EU countries, a general distinction is made between partnerships and corporations. The legal forms for companies presented below are the most typical in Spain and are useful for many business models. However, tax aspects are neglected in the following list and should be analyzed individually on a case-by-case basis before founding a company.

 

The Spanish S.L. (GmbH) “Sociedad de Responsabilidad Limitada”

The Spanish SL is comparable to the German, Austrian or Swiss “limited liability company”. However, one difference lies, for example, in the low founding capital of the Spanish S.L. of 3,000 EUR. Due to the low initial capital, the Spanish S.L. a good alternative to a German GmbH, which is founded with at least EUR 25,000.

Also ask about so-called shelf companies that we have already founded and registered.

 

With the replacement of the seat theory by the foundation theory by the European Court of Justice, a Spanish SL can carry out activities in Germany without conversion.

With Law 14/2013 to promote business creation and business in Spain, numerous facilitations for entrepreneurs in Spain were passed.

For example, non-European investors with an investment of EUR 1 million or more receive a residence permit (for all Schengen states) and local small and medium-sized companies are also supported.

Sole proprietor, freelancer “Empresario Individual, autónomo”

 

The “Empresario Individual” or “Autónomo” is comparable to the legal form of a sole proprietor or a freelancer in Germany, Austria and Switzerland. Craftsmen, sales representatives and freelance professions such as doctors, lawyers or architects choose this legal form. With this type of company, a single natural person is responsible for the company's entire economic activities and is also liable for all of its private assets. There is no minimum capital requirement for Autonomos, but they should be a personal resident in Spain. The Autonomo is subject to social security contributions in Spain. As of January 1, 2018, there are new regulations for autonomous people in Spain regarding taxation and social security contributions.

​

Partnership, BGB company “Sociedad Civil”

The “Sociedad Civil” is comparable to the German civil law society (BGB society). It is founded by at least two partners, with each partner being fully liable with his or her assets. Liability is joint and several. No minimum capital is required for founding. However, all shareholders are subject to social security obligations.

 

The Spanish joint stock company, “Sociedad Anonima, S.A.”

The Spanish S.A. is a stock corporation. It is structured similarly to the S.L. and can also be founded by one or more partners. To set up an S.A. At least 60,000 euros in founding capital is required, of which at least 25 percent must be paid in.  The establishment of an S.A. is recommended, for example, if there are many shareholders involved in the company or if outside capital is to be collected. The Spanish S.A. is also a holding company, i.e. a company that is intended to hold various investments at home and abroad. very suitable.

​

 

The process of establishing a company (S.L., S.A.)

The necessary processes for setting up a company in Spain are presented here, which Stein von Liebig implements for you as part of a company formation.

1. Request company name.

The central name register for company names asks whether the desired company name is free and usable. 3-5 alternative names can be requested.

2. Opening a bank account

The share capital must be paid into a Spanish bank account before incorporation. For the notary appointment

The bank confirms the inventory with a certificate (EUR 3,000 for an S.L. and EUR 60,000 for an S.A.).

3. Possible granting of powers of attorney

A company can be founded in Spain using powers of attorney in the absence of the shareholders. If you are unable to appear in person at the notary appointment, we can represent you at the time of founding with a power of attorney.

5. Development of the Memorandum of Association and Articles of Association

All legal relationships of the company are determined in the founding document and the statutes, such as location, purpose, shareholders, share capital of the company, regulations among shareholders, management... The founding documents form the legal basis for the company's future internal and external activities and can be of utmost relevance for the tax treatment of the company and the shareholders. That is why these founding documents must always be prepared with the help of tax advice.

6. Notarial certification

The incorporation and statutes of the company are notarized by a Spanish notary. All founding shareholders and the managing directors should be present or represented by a power of attorney.

7. Entry in the commercial register

After certification and payment of the registration fee, which is approximately 150 euros, the company is entered in the commercial register. The shareholders remain anonymous, the managing directors are published.

8. Allocation of a (provisional) tax number

A provisional tax number (NIF) can be assigned to the notary by digitally transmitting the formation to the tax office.

​

From this point on, the company can become active (locally)!

 

    After the company is registered:

 

•     Activation (alta) of the company at the tax office

•     Application and activation of the tax number (NIF)

•     Applying for the VAT identification number for international trade

•     Possible application for operating licenses and permits, depending on the type or industry of the business

corporate.

•     Registration of the company with the social authorities, registration of entrepreneurs and employees

•     Registration of the managing directors with social security

 

Foreign founders/investors:

The following additional processes must be carried out for foreign founders, shareholders, partners, board members and managing directors:

 

•     Every partner and managing director requires a Spanish NIE (tax number). This can be applied for at the local immigration office in Spain or at any Spanish consulate abroad

•      Application for a residency (if desired) for managing directors/board members

•     In the case of larger investments with foreign capital, approval from the Foreign Ministry must be obtained

•     If larger amounts of money are to be transferred from abroad to establish or operate the company, these transfers must be prepared in accordance with the provisions of the Money Laundering Act. An unprepared instruction for larger amounts of money can lead to a blockage or even the confiscation of the funds assigned.